Venture Capital: The Big Leagues, But Watch Out for the Curveballs!

by | Jun 24, 2024 | Business, Contracts, Featured, Law

Venture Capital: The Big Leagues, But Watch Out for the Curveballs!

Congratulations! Your business is taking off, and venture capitalists (VCs) are knocking on your door. This is a major milestone, but before you jump into bed with a VC firm, let’s address some key legal issues you need to consider.

Remember, VCs are investing in your future, but they also want a piece of the pie. Understanding these three crucial legal areas will help you negotiate a deal that benefits both you and your company in the long run.

1. Ownership Dilution: Sharing the Pie (But Not Too Much)

Imagine you baked a delicious apple pie, your company. VCs are offering to buy you an oven (funding) to bake even more pies. Sounds great, right? But there’s a catch – they want a slice of every pie you bake in the future (ownership).

This is called ownership dilution. When you accept VC funding, you’re essentially selling a portion of your company ownership (equity) to the VC firm. This means less pie for you (less ownership) but a bigger oven to bake more pies (more funding for growth).

The Legal Speak:

  • Term Sheets: Before diving into complex contracts, a term sheet outlines key deal points like the amount of investment and ownership percentage the VC receives. Negotiate this carefully!
  • Shareholder Agreements: This legal document spells out the rights and responsibilities of all shareholders, including you and the VC firm. It clarifies voting rights, dividend payouts, and potential exit strategies.

What to Look Out For:

  • Liquidation Preference: This clause dictates how proceeds are distributed if your company is sold. Ensure it doesn’t give VCs priority over your own stake.
  • Anti-Dilution Provisions: These protect you if you raise additional capital later. Negotiate terms that prevent your ownership from being unfairly reduced.

2. Control of Your Company: Who’s Calling the Shots?

You built this business from the ground up, and you have a vision. VCs bring funding, but they might also have ideas on how to run the show. Here’s where control comes in.

The Legal Speak:

  • Board Seats: VCs often negotiate for board seats, giving them a say in major company decisions. Decide how many board seats you’re comfortable giving up and ensure you retain enough control to pursue your vision.
  • Voting Rights: Shareholder agreements define voting rights on critical issues like mergers, acquisitions, or executive compensation. Maintain enough voting power to ensure your voice is heard.

What to Look Out For:

  • Veto Rights: VCs might seek veto power over certain decisions. While some veto rights are normal, negotiate limitations to prevent them from micromanaging your company.
  • Supermajority Votes: These require a higher than 50% vote to pass certain decisions. Ensure supermajority requirements aren’t used to block your initiatives.

3. Intellectual Property (IP): Protecting Your Innovation

Your business idea, brand name, and unique designs are your intellectual property (IP). When VCs invest, they might want a stake in your IP.

The Legal Speak:

  • IP Assignment Clause: This clause dictates who owns your intellectual property. Ensure you retain ownership of your core IP, even with VC involvement.
  • Licensing Agreements: If VCs do require rights to your IP, negotiate a licensing agreement that defines how they can use it and the fees involved.

What to Look Out For:

  • Broad IP Grants: Avoid clauses that give VCs overly broad ownership of your IP. This could limit your ability to license it to other companies in the future.
  • Open-Sourcing Restrictions: Be cautious of terms that restrict your ability to open-source certain technologies. This could hinder future development and collaboration.


  • Seek Legal Counsel: Don’t navigate these complexities alone. A lawyer specializing in business and VC deals can protect your interests and ensure a fair agreement.
  • Negotiate! VC term sheets are starting points, not final offers. Negotiate ownership percentages, control rights, and IP terms to get the best deal for your company.

By understanding these legal issues, you can approach VC funding with confidence. Remember, it’s about finding the right partner to help your company flourish, not giving away control or ownership at the expense of your vision. So, grab your legal oven mitts, negotiate wisely, and bake a future that’s both delicious and rewarding!

NIK ERMAN NIK ROSELI Commercial Lawyer

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